SEC Form 4 · accession 0001209191-19-002805
Restaurant Brands International Inc. · QSR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alexandre Macedo
Officer — President,Tim Hortons
Period of report
Jan 4, 2019
Accepted (ET)
Jan 8, 2019 · 4:43 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001618756
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Shares | holding | — | — | — | 87,335 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Dividend Equivalent RightsF5,F6 | — | Jan 4, 2019 | A | 256 | A | — | — | Common Shares | 256 | 1,704 | D |
| Dividend Equivalent RightsF5,F8 | — | Jan 4, 2019 | A | 98 | A | — | — | Common Shares | 98 | 498 | D |
| Dividend Equivalent RightsF5,F10 | — | Jan 4, 2019 | A | 76 | A | — | — | Common Shares | 76 | 274 | D |
| Dividend Equivalent RightsF12,F13 | — | Jan 4, 2019 | A | 1,766 | A | — | — | Common Shares | 1,766 | 6,396 | D |
| Exchangeable unitsF1 | — | holding | — | — | — | — | — | Common Shares | 41,691 | 41,691 | D |
| Option (right to buy)F2 | $18.25 | holding | — | — | — | — | Feb 28, 2023 | Common Shares | 16,438 | 16,438 | D |
| Option (right to buy)F2 | $18.25 | holding | — | — | — | — | Feb 28, 2023 | Common Shares | 200,000 | 200,000 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Dec 31, 2018 | Mar 6, 2024 | Common Shares | 29,325 | 29,325 | D |
| Option (right to buy) | $27.28 | holding | — | — | — | Mar 7, 2019 | Mar 6, 2024 | Common Shares | 100,000 | 100,000 | D |
| Option (right to buy) | $42.26 | holding | — | — | — | Dec 31, 2019 | Mar 5, 2025 | Common Shares | 33,128 | 33,128 | D |
| Option (right to buy) | $42.26 | holding | — | — | — | Mar 6, 2020 | Mar 5, 2025 | Common Shares | 100,000 | 100,000 | D |
| Restricted Share UnitsF3,F4 | — | holding | — | — | — | — | — | Common Shares | 28,215 | 28,215 | D |
| Option (right to buy) | $33.67 | holding | — | — | — | Feb 26, 2021 | Feb 25, 2026 | Common Shares | 100,000 | 100,000 | D |
| Restricted Share UnitsF3,F7 | — | holding | — | — | — | — | — | Common Shares | 11,006 | 11,006 | D |
| Restricted Share UnitsF3,F9 | — | holding | — | — | — | — | — | Common Shares | 8,555 | 8,555 | D |
| Performance Share UnitsF11 | — | holding | — | — | — | Feb 23, 2023 | Feb 23, 2023 | Common Shares | 200,000 | 200,000 | D |
Explanation of responses
- F1Each Restaurant Brands International Limited Partnership exchangeable unit is convertible, at the Reporting Person's election, into common shares of Restaurant Brands International Inc. or a cash amount equal to a prescribed cash amount determined by reference to the weighted average trading price of Restaurant Brands International Inc.'s common shares on the New York Stock Exchange for the 20 consecutive trading days ending on the last business day prior to the exchange date, at the sole discretion of the general partner of Restaurant Brands International Limited Partnership (subject to the consent of the Restaurant Brands International Inc. conflicts committee, in certain circumstances). This conversion right has no expiration date.
- F10These dividend equivalent rights accrued on the 2018 restricted share unit award (the "2018 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2018 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2018 RSUs to which they relate.
- F11The shares reported represent an award of performance based restricted share units ("PBRSUs") granted to the Reporting Person. The PBRSUs will have a three-year performance period beginning January 1, 2015 and ending December 31, 2018 and will vest 100% on February 23, 2023, which is the fifth anniversary of the grant date. The number of common shares that will be earned at the end of the three-year performance period is subject to increase or decrease based on the results of the Issuer performance condition.
- F12Each whole dividend equivalent right represents a contingent right to receive one common share, subject to increase or decrease based on the results of the Issuer performance condition.
- F13These dividend equivalent rights accrued on the PBRSUs. Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the PBRSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the PBRSUs to which they relate.
- F2These options are immediately exercisable.
- F3Each restricted share unit represents a contingent right to receive one common share.
- F4These restricted share units vest on December 31, 2020.
- F5Each whole dividend equivalent right represents a contingent right to receive one common share.
- F6These dividend equivalent rights accrued on the 2016 restricted share unit award (the "2016 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2016 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2016 RSUs to which they relate.
- F7These restricted share units vest on December 31, 2021.
- F8These dividend equivalent rights accrued on the 2017 restricted share unit award (the "2017 RSUs"). Dividend equivalent rights accrue when and as dividends are paid on the common shares underlying the 2017 RSUs and vest proportionately with and are subject to settlement and expiration upon the same terms as the 2017 RSUs to which they relate.
- F9These restricted share units vest on December 31, 2022.